Agreement And Plan of Merger

EXHIBIT 10.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of this September 28, 2001, by and among Ascent Energy Inc., a Delaware corporation ("Ascent"), Devo Holding Company, LLC, a Delaware limited liability company ("Devo"), and Devo Operating Company, LLC, a Delaware limited liability company and wholly-owned subsidiary of Devo ("DOC").

W I T N E S S E T H:

WHEREAS, the Board of Directors of Ascent and the Board of Managers of each of Devo and DOC deem it advisable and in the best interests of Ascent, Devo and DOC, respectively, and their stockholders and members, respectively, that Devo and DOC be merged with and into Ascent (the "Merger") pursuant to the provisions of the Delaware General Corporation Law (the "DGCL") and the Delaware Limited Liability Company Act (the "DLLCA");

NOW, THEREFORE,in consideration of the representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I
THE MERGER

Section 1.1 The Merger . Upon the terms and subject to the conditions hereinafter set forth, at the Effective Time (as defined below), Devo and DOC shall be merged with and into Ascent, the separate existence of Devo and DOC shall cease, and Ascent shall remain in existence as the surviving entity.

Section 1.2 Effective Time . The certificate of merger in the form attached hereto as Exhibit "A" (the "Certificate of Merger") shall be executed and delivered by a duly authorized officer of Ascent and filed in the office of the Delaware Secretary of State in the manner provided in the relevant provisions of the DGCL and the DLLCA as soon as practicable on or after the date hereof. The Merger will become effective when the Certificate of Merger is filed with the Delaware Secretary of State (the "Effective Time").

Section 1.3 Organization; Management . The certificate of incorporation, bylaws, directors and officers of Ascent as in effect or holding office at the Effective Time shall constitute the certificate of incorporation, bylaws, directors and officers, respectively, of Ascent immediately following the Effective Time, until such time as duly amended, replaced or removed thereafter.

ARTICLE II CONVERSION OF SHARES

Section 2.1 Conversion of Units; Exchange of Certificates .

(a) At the Effective Time, by virtue of the Merger and without any further action on the part of Ascent, Devo or DOC, each unit representing limited liability company interests in Devo issued and outstanding at the Effective Time (the "Units") will be converted into the right to receive $1.07607450 principal amount of Ascent's 11be% Senior Notes, to be issued under that certain Indenture, dated as of the date hereof, by and among Ascent, Ascent's present and future subsidiaries as guarantors, and U.S. Bank, N.A. as trustee (the "Notes"). Each holder of record of a certificate or certificates that represented issued and outstanding Units immediately prior to the Effective Time shall surrender all such certificates for cancellation to Ascent. In exchange therefor, Ascent will issue the Notes to the Unit holders in accordance with the conversion ratio stated above, and the certificates representing the Units so surrendered will be canceled.

(b) At the Effective Time, by virtue of the Merger and without any further action on the part of Ascent, Devo or DOC, all of the limited liability company interests in DOC will be cancelled, and no Notes or other consideration will be issued in exchange therefor.

Section 2.2 No Further Rights in Limited Liability Company Interests . As of the Effective Time (i) all of the Units will no longer be outstanding and will automatically be canceled and cease to exist, and each holder of a certificate representing the Units will cease to have any rights with respect thereto, except the right upon surrender of certificates representing the Units to receive Notes and (ii) all of the limited liability company interests in DOC will no longer be outstanding and will automatically be cancelled and cease to exist, and each holder of a limited liability company interest in DOC will cease to have any rights with respect thereto.

Section 2.3 Unit Transfer Books . At the Effective Time, the unit transfer books of Devo and DOC will be closed and there will be no further registration of transfers of shares of Units thereafter on the records of Devo.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF DEVO

Devo and DOC hereby jointly and severally represent and warrant to Ascent as follows:

Section 3.1 Organization; Qualification; Subsidiaries . Each of Devo and DOC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and has the requisite power and authority to own its properties and to carry on its business as it is now being conducted. No actions or proceedings to dissolve either Devo or DOC are pending. Each of Devo and DOC is qualified to do business as a foreign entity in each jurisdiction where applicable law requires such qualification. Neither Devo nor DOC is in violation of any provision of its respective articles of organization or limited liability company agreement.

Section 3.2 Capital Stock; Assets and Subsidiaries .

(a) As of the date hereof, there are authorized, issued and outstanding 6,000,000 Units. All issued and outstanding Units have been duly authorized and are validly issued, fully paid and non-assessable.

(b) Devo is the owner of all of the issued and outstanding limited liability company interests in DOC.

(c) There are no outstanding options or other rights to acquire any limited liability company interests in either Devo or DOC or any security convertible into limited liability company interests in either Devo or DOC, and neither Devo nor DOC has any obligation or other commitment to issue, sell or deliver any of the foregoing. All of the Units and all of the limited liability company interests in DOC have been issued in compliance with all legal requirements and without violation of any pre-emptive or similar rights.

Section 3.3 Authority . Each of Devo and DOC has the requisite power and authority to execute and deliver this Agreement and to carry out their obligations hereunder. The execution, delivery and perf ...